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SEC Filings

S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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(5)                                                    The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 4(d)(i)(E)(1) and (2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 4(d)(i)(E)(3) or (4).

 

(ii)                                  “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by this Corporation after the Purchase Date other than:

 

(A)                               Shares of Common Stock issued pursuant to a transaction described in subsection 4(e) hereof;

 

(B)                               Shares of Common Stock issuable or issued to employees, consultants or directors (if in transactions with primarily non-financing purposes) of this Corporation pursuant to a stock option plan, restricted stock plan or other arrangement approved by the Board of Directors;

 

(C)                               Securities issued pursuant to a Qualified IPO;

 

(D)                               Securities issued pursuant to the conversion or exercise of convertible or exercisable securities;

 

(E)                                Securities issued in connection with a bona fide business acquisition of or by this Corporation, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise;

 

(F)                                 Securities issued to financial institutions or lessors in connection with credit and equipment financing arrangements approved by the Board of Directors including at least one of the directors elected solely by the holders of Series A-2 Preferred Stock; or

 

(G)                               Securities issued to persons or entities with which this Corporation has business relationships; provided such issuances are for other than primarily equity financing purposes and are approved by the Board of Directors including at least one of the directors elected solely by the holders of Series A-2 Preferred Stock.

 

(e)                                  Other Conversion Price Adjustments, Stock Splits and Combinations.

 

(i)                                     The Conversion Price for each series of Preferred Stock shall be adjusted from time to time as follows:

 

(A)                               In the event this Corporation should at any time or from time to time after the Purchase Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of

 

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